Vista Outdoor Inc. (NYSE:VSTO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Vista Outdoor Inc. (NYSE:VSTO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On August 7, 2018, Vista Outdoor Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company approved a proposal to amend the Company’s amended and restated Certificate of Incorporation to declassify the board of directors (the “Board”) over a three-year period, provide for the annual electionof all directors at the 2021 annual meeting of stockholders and make certain conforming and technical changes to the Company’s Certificate of Incorporation (the “Amendment”). The Amendment was previously approved by the Board, subject to stockholder approval. The Company filed the Amendment with the Delaware Secretary of State on August 7, 2018, and it became effective immediately upon filing.

to the terms of the Amended and Restated Certificate of Incorporation, as amended by the Amendment (the “Amended Certificate of Incorporation”), the three-year term for the Class II directors elected at the 2016 annual meeting of stockholders will expire as originally scheduled at the 2019 annual meeting of stockholders, the three-year term for the Class III directors elected at the 2017 annual meeting of stockholders will expire as originally scheduled at the 2020 annual meeting of stockholders, and the three-year term for the Class I directors elected at Annual Meeting will expire at the 2021 annual meeting of stockholders. Director nominees standing for election at the Company’s 2019 annual meeting of stockholders and each annual meeting of stockholders thereafter will be elected to serve a one-year term. Beginning with the 2021 annual meeting of stockholders, the phase-in will be complete, all directors will stand for annual elections and the Board will no longer be divided into classes.

In addition, to the terms of the Amended Certificate of Incorporation, any director elected to serve on the Board at the 2019 annual meeting of stockholders or thereafter may be removed from office by the stockholders of the Corporation, with or without cause, by the affirmative vote of the holders of a majority in voting power of the outstanding shares of our capital stock entitled to vote thereon.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Also on August 7, 2018, the Board of Directors approved the amendment and restatement of the Company’s Bylaws (as so amended and restated, the “Amended and Restated Bylaws”) to reflect the declassification of the Board and make other conforming amendments.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 to this Current Report on Form 8-K, and is incorporated herein by reference. Additionally, a copy of the Amended and Restated Bylaws marked to show changes to the former amended and restated Bylaws is included as Exhibit 3.2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders.

Set forth below are the number of votes cast for and against or withheld (as applicable) each matter as well as the number of abstentions and broker non-votes with respect to each matter:

Votes For

Against

Votes Withheld

Broker Non-Votes

(1)Election of Directors

Michael Callahan

45,451,170

810,530

35,518

4,539,825

Robert Tarola

45,525,032

740,885

31,301

4,539,825

Votes For

Against

Abstain

Broker Non-Votes

(2)Advisory Vote on 2018 Named Executive Officer Compensation

22,906,605

23,333,421

57,192

4,539,825

Votes For

Against

Abstain

(3)Ratification of the Appointment of Deloitte & Touche LLP

50,659,580

124,761

52,702

Votes For

Against

Abstain

Broker Non-Votes

(4)Amendment Vista Outdoor's certificate of incorporation to declassify the Board of Directors

45,827,735

410,244

59,239

4,539,825

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.


Vista Outdoor Inc. Exhibit
EX-3.1 2 certamcoideclass.htm EXHIBIT 3.1 Exhibit CERTIFICATE OF AMENDMENT TOTHE AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOF VISTA OUTDOOR INC. Vista Outdoor Inc.,…
To view the full exhibit click here

About Vista Outdoor Inc. (NYSE:VSTO)

Vista Outdoor Inc. is a designer, manufacturer and marketer of consumer products in the outdoor sports and recreation markets. The Company operates through two segments: Shooting Sports and Outdoor Products. Its Shooting Sports segment designs, develops, produces and sources ammunition and firearms for the hunting and sport shooting enthusiast markets, as well as ammunition for local law enforcement, the United States Government and international markets. Its Outdoor Products segment product lines include archery/hunting accessories, global eyewear and sport protection, golf, hydration products, optics, shooting accessories, tactical products and water sports. The Company serves the outdoor sports and recreation markets through a diverse portfolio of over 40 brands. It serves a range of end consumers, including outdoor enthusiasts, hunters and recreational shooters, athletes, as well as law enforcement and military professionals. It offers cooking solutions through Camp Chef brand.

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